XTL Biopharm unit enters Israeli insolvency process

XTL Biopharmaceuticals Ltd. reports that its wholly owned Israeli subsidiary, The Social Proxy Ltd., has filed a formal application in an Israeli court to commence insolvency proceedings under the Israeli Insolvency and Economic Rehabilitation Law, 2018.

Accepted by SEC EDGAR 01/23/2026 - 04:15 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

XTL Biopharmaceuticals Ltd. reports that its wholly owned Israeli subsidiary, The Social Proxy Ltd., has filed a formal application in an Israeli court to commence insolvency proceedings under the Israeli Insolvency and Economic Rehabilitation Law, 2018. This follows the previously reported resignations of the subsidiary’s CEO and CTO.

The parent company is assessing how this development may affect it, including the recoverability of a loan of approximately $1.5 million that XTL extended to The Social Proxy. XTL describes itself as an IP portfolio company that owns 100% of The Social Proxy and has sublicensed an IP portfolio related to hCDR1 for treatment of lupus. The company reiterates standard forward-looking statement cautions regarding risks to its business and future plans.

Positive

• None.

Negative

• Wholly owned subsidiary seeks insolvency protection, signaling severe financial and operational stress at The Social Proxy Ltd.
• Recoverability of an approximately $1.5 million intercompany loan is at risk as XTL evaluates its ability to recover funds lent to The Social Proxy.

Insights

Biopharma equity analyst

Subsidiary insolvency filing raises credit risk on a $1.5M loan.

XTL Biopharmaceuticals states that its wholly owned subsidiary, The Social Proxy Ltd., has applied in an Israeli court for the opening of insolvency proceedings under the Israeli Insolvency and Economic Rehabilitation Law, 2018. This comes after the prior resignations of the subsidiary’s CEO and CTO, suggesting operational strain at that business line.

The parent highlights a loan of about $1.5 million it had extended to The Social Proxy and notes it is evaluating its ability to recover this amount. For a smaller IP-focused company, potential impairment of that loan and any knock-on effects from the insolvency process could be financially meaningful, although exact relative size is not provided in this excerpt.

The company also references broader business risks, including integration of future acquisitions like NeuroNOS Ltd. and competitive and operational uncertainties. Actual financial impact will depend on the Israeli court process for The Social Proxy and the eventual recoveries on the loan, which are not specified here and may be described in future filings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of January 2026

Commission File Number: 001-36000

XTL Biopharmaceuticals Ltd. 

(Translation of registrant’s name into English)

26 Ben Gurion Street

Ramat Gan 5257346, Israel 

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒          Form 40-F ☐

XTL Biopharmaceuticals Ltd. (the “Company” or “XTL”) announces that The Social Proxy Ltd., an Israeli company and wholly owned subsidiary of the Company (the “Social Proxy”), has filed a formal application with the competent Israeli court for the commencement of insolvency proceedings (Order for the Opening of Proceedings) in accordance with the Israeli Insolvency and Economic Rehabilitation Law, 2018. This event follows the resignations of the Social Proxy’s Chief Executive Officer and Chief Technology Officer, as disclosed by the Company in the Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 12, 2025.

The Company is currently evaluating the effects of this event on the Company, including on a loan of approximately $1.5 million that the Company extended to Social Proxy and the ability of the Company to recover on this loan.

About XTL Biopharmaceuticals Ltd. (XTL)

XTL is an IP portfolio company. The Company holds 100% of the share capital of The Social Proxy Ltd., a web data company and has sublicensed out an IP portfolio surrounding hCDR1 for the treatment of Lupus disease (SLE)..

XTL is traded on the Nasdaq Capital Market (NASDAQ: XTLB) and the Tel Aviv Stock Exchange (TASE: XTLB.TA).

Cautionary Note Regarding Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained in this communication that are not statements of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to identify such forward-looking statements. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of the Company and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to, whether to the Company will be able to negotiate and enter into the definitive agreements with respect to the Transaction, whether all conditions precedent in such definitive agreements will be satisfied, whether the closing of such Transaction will occur and whether the Company will achieve its goals. Additional examples of such risks and uncertainties include, but are not limited to (i) the Company’s ability to successfully manage and integrate any joint ventures, acquisitions of businesses, solutions or technologies; (ii) unanticipated operating costs, transaction costs and actual or contingent liabilities; (iii) the ability to attract and retain qualified employees and key personnel; (iv) adverse effects of increased competition on the Company’s future business; (v) the risk that changes in consumer behavior could adversely affect the Company’s business; (vi) the Company’s ability to protect its intellectual property; (vii) the Company’s ability to successfully consummate the acquisition of 85% of the outstanding shares of NeuroNOS Ltd. pursuant to the letter of intent signed by it and Beyond Air, Inc., and, if consummated, to successfully manage and integrate NeuroNos Ltd and (viii) local, industry and general business and economic conditions. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 20-F and current reports on Form 6-K filed by the Company with the Securities and Exchange Commission. The Company anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. The Company assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon as representing the Company’s plans and expectations as of any subsequent date.

For further information, please contact:

Investor Relations, XTL Biopharmaceuticals Ltd.

Tel: +972 54 2288897

Email: noam@xtlbio.com

www.xtlbio.com

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 23, 2026	XTL BIOPHARMACEUTICALS LTD.
	By:	/s/ Noam Band
		Noam Band Chief Executive Officer

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